REAFFIRMATION AND RATIFICATION AGREEMENT

Exhibit 10.8

.REAFFIRMATION AND RATIFICATION AGREEMENT

September 28, 2007

Laurus Master Fund, Ltd.

c/o Laurus Capital Management, LLC

000 Xxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Ladies and Gentlemen:

Reference is made to the (a) Securities Purchase Agreement dated as of November 30,

2005 by and between eLEC Communications Corp., a New York corporation (the “Company”),

and Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”) (as amended, modified or

supplemented from time to time, the “November 2005 Securities Purchase Agreement”); (b)

Securities Purchase Agreement dated as of May 31, 2006 by and between the Company and

Laurus (as amended, modified or supplemented from time to time, the “May 2006 Securities

Purchase Agreement” and together with the November 2005 Securities Purchase Agreement,

the “Laurus Securities Purchase Agreements” and each a “Laurus Securities Purchase

Agreement”); (c) the Subsidiary Guaranty dated as of February 8, 2005 made by Telecarrier

Services, Inc., a Delaware corporation (“Telecarrier”), Vox Communications Corp., a Delaware

corporation (“Vox”), New Xxxxxxxx Telephone Corp, a New York corporation (“New

Xxxxxxxx”), AVI Holding Corp, a Texas corporation (“AVI”) XxxxxXxxxxxxx.xxx Corp., a

Delaware corporation (“Telco”) and Line One, Inc. a New York corporation (“Line One”, and

together with Vox, AVI and Telco, the “Guarantors”) in favor of Laurus (as amended, modified

or supplemented from time to time, the “Subsidiary Guaranty”), (d) Master Security

Agreement dated as of February 8, 2005 made by the Company, the Guarantors, Telecarrier and

New Xxxxxxxx in favor of Laurus (as amended, modified or supplemented from time to time, the

“Master Security Agreement”) and (e) Stock Pledge Agreement dated as of February 8, 2005

made by the Company, in favor of Laurus (as amended, modified or supplemented from time to

time, the “Stock Pledge Agreement”) (the Securities Purchase Agreements, the Subsidiary

Guaranty, the Master Security Agreement and the Stock Pledge Agreement, collectively, the

“Existing Laurus Agreements”).

To induce (a) Xxxxxxx Corporation (“Xxxxxxx”), Xxxxxx Offshore SPV II, LLC (“Valens”,

and collectively with Xxxxxxx, the “Purchasers”) and LV Administrative Services, LLC, as

administrative and collateral agent for the Purchasers (the “Agent”) to provide financial

accommodations to the Company and enter into (i) that certain Securities Purchase Agreement

dated as of the date hereof among the Company, the Purchasers, the other purchasers from time

to time party thereto and the Agent (as amended, modified or supplemented from time to time,

the “September 2007 Securities Purchase Agreement”) and (ii) the Related Agreements (as

defined in the September 2007 Securities Purchase Agreement, together with the September

2007 Securities Purchase Agreement, the “Valens Agreements”) and (b) Laurus to agree certain

amendments to the Notes as set forth in (i) that certain Amended and Restated Secured Term

Note made by the Company in favor of Laurus in the original principal amount of $1,428,000

and (ii) that certain Third Amended and Restated Secured Term Note made by the Company in

favor of Laurus in the original principal amount of $1,966,667 (collectively, the “Amended

Laurus Notes”), each of the Company and the Guarantors hereby:

a. represents and warrants to Laurus that it has reviewed and approved the

terms and provisions of each of the Valens Agreements, the Amended Laurus Notes and the

documents, instruments and agreements entered into in connection therewith;

b. acknowledges, ratifies and confirms that all of the terms, conditions,

representations and covenants contained in the Existing Laurus Agreements are in full force and

effect and shall remain in full force and effect after giving effect to the execution and

effectiveness of each of the Valens Agreements and the Amended Laurus Notes (provided that

the representations and warranties made by the Company in the Existing Laurus Agreements

shall be true and correct only as of the date of such agreements);

c. represents and warrants that no offsets, counterclaims or defenses exist as

of the date hereof with respect to any of the undersigned’s obligations under any Existing Laurus

Agreements;

d. acknowledges, ratifies and confirms the grant by each of the Company and

the Guarantors to Laurus of a security interest in the assets of (including the equity interests

owned by) each of the Company and the Guarantors, respectively, as more specifically set forth

in the Existing Laurus Agreements, as applicable (the “Security Interest Grants”) and (ii) that

the Security Interest Grants secure all the Obligations (as defined in the Existing Laurus

Agreements); and

e. acknowledges and confirms that (i) the occurrence of an Event of Default

under any of the Existing Laurus Agreements shall constitute an Event of Default under the

Valens Agreements and (ii) the occurrence of an Event of Default under any of the Valens

Agreements shall constitute an Event of Default under the Existing Laurus Agreements.

This letter agreement shall be governed by and construed in accordance with the laws of

the State of New York without regard to the conflicts of law provisions thereof. This letter

agreement may be executed by the parties hereto in one or more counterparts, each of which

shall be deemed an original and all of which when taken together shall constitute one and the

same agreement. Any signature delivered by a party by facsimile or electronic transmission shall

be deemed to be an original signature hereto.

[The remainder of this page is intentionally left blank]

In Witness Whereof, the undersigned have executed this Reaffirmation and Ratification
Agreement this 28th day of September, 2007.


		eLEC COMMUNICATIONS CORP.


		By: /s/ Xxxx X. Xxxx
		Name: Xxxx X. Xxxx
		Title: Chief Executive Officer

		Address: 00 Xxxxx Xxxxxxxx, Xxxxx 000, Xxxxx
		Xxxxxx, XX 00000
		Facsimile: 000-000-0000


		VOX COMMUNICATIONS CORP.


		By: /s/ Xxxx X. Xxxx
		Name: Xxxx X. Xxxx
		Title: Chief Executive Officer


		Address: 00 Xxxxx Xxxxxxxx, Xxxxx 000, Xxxxx
		Xxxxxx, XX 00000
		Facsimile: 000-000-0000


		AVI HOLDING CORP.


		By: /s/ Xxxx X. Xxxx
		Name: Xxxx X. Xxxx
		Title: Chief Executive Officer


		Address: 00 Xxxxx Xxxxxxxx, Xxxxx 000, Xxxxx
		Xxxxxx, XX 00000
		Facsimile: 000-000-0000


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		XXXXXXXXXXXXX.XXX CORP.


		By: /s/ Xxxx X. Xxxx
		Name: Xxxx X. Xxxx
		Title: Chief Executive Officer


		Address: 00 Xxxxx Xxxxxxxx, Xxxxx 000, Xxxxx
		Xxxxxx, XX 00000
		Facsimile: 000-000-0000


		LINE ONE, INC.


		By: /s/ Xxxx X. Xxxx
		Name: Xxxx X. Xxxx
		Title: Chief Executive Officer


		Address: 00 Xxxxx Xxxxxxxx, Xxxxx 000, Xxxxx
		Xxxxxx, XX 00000
		Facsimile: 000-000-0000

Acknowledged and Agreed to by:

LAURUS MASTER FUND, LTD.

By: /s/ Xxx Xxxxx
Name: Xxx Xxxxx
Title: Senior Managing Director


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REAFFIRMATION AND RATIFICATION AGREEMENT

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